Ultimates & Transformers: System of Execution
by Miranda Sparks
Summary: REDUX. The Autobots and Decepticons are waging a covert war for Earth's natural resources. The President orders General Nick Fury and homeland security force, the Ultimates to stop them: no matter the cost.
1. Chapter 1

**Ultimates/Transformers:  
System of Execution**

**by Jack Midnight  
and Ikus Maximus**

* * *

_Disclaimer: The Ultimates and all related characters are property and copyright of Marvel Comics. The Transformers and all related characters are property and copyright of their respective creators. Both are used without permission and without profit, merely the sake of fun._

* * *

**CHAPTER 1**

* * *

**Naval Petroleum Reserve No. 4,  
Alaska's North Slopes  
Four hours ago**

It was cold. Truth is it was damn cold. It was always damn cold, twenty-four hours a day, seven days a week and all year round. It's six months between sun up to sundown and Evan Chandler was in the middle of his third, which frustrated the hell out of him because in Alaska the nights were colder still.

His mind wandered, searching for something to get his thoughts away from the numb feeling in his fingertips. The scenery did little to inspire him: every angle was ice and snow, stretching for miles and covering the 23 million acres of crude oil of which he'd been assigned the task of monitoring a portion.

"Get your ass back inside," a nearby voice barked at him. "I'm still your commanding officer and it's freezing out there! Besides, you're blowing my cards everywhere!"

Evan sighed and tugged at his parka, his hot breath misting before his mouth under the bright lights mounted above their station. For a moment he'd wondered what he'd done to get himself stationed in the middle of a desolate wasteland like this.

Inside the booth was only slightly warmer with monitors, radios and papers littered about across the cheap counters. The sergeant sat leaned back with his feet crossed as he played a half thought out game of solitaire. After reshuffling five times he still couldn't finish one. Not that it mattered to him: he was just killing time like the rest of them.

"That's what I said. Three of them," crackled the radio. "Then they just disappeared off the radar, just as quickly as they showed up."

"I don't even know what we're doing here," said the sergeant for the millionth time. Perhaps he wasn't aware he was talking: his mouth just wanted to gap the silence. "We're guarding all of this oil... against what? You really think some terrorists are going to sneak in, crack the ice and siphon it all into a billion gas tanks? 'S crazy."

Evan wasn't really listening. Instead he just stared at the bored expression of his reflection superimposed upon the window pane until something suddenly snatched his attention away. After a split second of wondering what the dark spot on his nose might be he looked farther to see something out in the distance.

"What the hell...?" Snatching a pair of binoculars he looked out. "Sarge. There's a man on the ice."

The sergeant cursed as he bolted from his chair and grabbed his rifle. In seconds the two guards were outside and huddled up on their black snowbike, charging towards the mysterious stranger. They slowed on their approach and quickly dismounted, training their weapons on the still figure in front.

"You are in a restricted area," the sergeant bellowed menacingly. "Raise your hands above your head and turn around! You have ten seconds to comply!"

As he counted down the figure remained still. All he did was stare, his head slightly turned towards the distant hills, as if to wait for some sort of signal. For a moment Evan wondered if they hadn't come to point their guns at some kind of statue.

"Five," roared the sergeant, growing increasingly impatient. "You have five seconds to turn around or so help me god we will open fire!"

"Quiet," he said with disdain. "I'm in the middle of something here, meatbag."

"That's it." Without another word they squeezed their triggers, unloading a dozen bullets into him. One by one they all bounced off, shredding the stranger's coat and ricocheting with loud pangs off of the metal underneath. "The hell...?"

"Alright," he said happily to the air as he turned. Evan and his sergeant gasped when they saw the silver face of the man-shaped machine before them. "You're the boss."

"It's a... mutant or a... a machine..." was all even could sputter before turning to run.

"The name's Rumble," he said with a wicked grin. His red eyes flared and the arms of his parka tore to shreds and in their place formed two large, metallic pile-drivers, hanging eagerly to strike the ground below. "Not that you'll live to tell anyone."

Evan heard the sergeant roar as his mind switched to automatic. Years of training had lead up to this point when he took aim and unloaded an entire clip into the smiling android, but it was no use. The thing had managed to achieve it's dark purpose and unleashed it's full force onto the ice with the magnitude of an earthquake.

The ice splintered, cracked and turned, rising up violently tossing Evan up into the air and into the hungry mouth of two freezing caps. In his last moments he regretted wishing for more excitement on the job and prayed there was more beyond death than just the darkness he'd imagined: not that his prayers would ever be heard aloud.

* * *

**The Triskelion, SHIELD Headquarters  
Three hours ago**

"Twenty-three million kilometres of crude oil reserves, and over half of it gone missing overnight," the President told him. "I'm sure I don't have to tell you, Nick, I'm not happy. We're facing an energy crisis here. This is the last thing we need."

Nick Fury sat straight in his chair and stared unblinking to the man on the screen before him with his one good eye. "I understand, sir."

President Bush nodded and continued. "Which is why we're passing this matter onto you boys in SHIELD. This incident has caused an unwelcome political shift. Our dependency on foreign oil has just been increased. I don't have to tell you, that ain't good."

"With all due respect Mr. President, I can't imagine that would be bad news to your bank account," Fury interjected harshly. "Or Vice President Cheney's."

The President frowned at his clean, well-dressed military subordinate. "With all due respect, General Fury, despite however Dick or myself are painted in the media this country's national and economical stability take priority over our own personal finances. Now, what intelligence do we have?"

With the press of a button Fury summoned surveillance photographs on an opposing monitor. "These pictures were taken over the North Slopes minutes after the 'earthquake'. We assume the lights are not a natural phenomenon and generated enough heat and energy to create the thick mist cover that allowed the enemy to proceed unforseen."

"And the satellite itself?" the President asked. "Is it possible that whoever is responsible knew that they were being monitored and had counter-measures in place?"

"We believe that to be highly unlikely," Fury continued. "At the time of the satellite's destruction the perpetrators had already been active for twelve and a half minutes. It is probable that they didn't care whether or not they were monitored, and from evidence provided from a string of similar incidents it is our theory that there may be another party involved."

President Bush furrowed his brow and narrowed his eyes at the General. "Is that all you've got for me, Nick? Rival terrorist organisations? A rebel splinter cell? Please tell me you have more than that, because I've never seen Al Qaeda or even Hydra do anything on this scale before."

"I've instructed all of my people to work under the assumption we're dealing with advanced technology. The complexity and sophistocation implies armaments potentially of non-terrestrial origin, sir. Psi-division have been unable to learn anything, leaving us open to the possibility of non-terrestrial beings."

With a snort and a facetious chuckle the President shot Fury a serious glance. "Then it sounds like you have your hands full. Don't let me down, Nick. You're on the clock."

As the monitor went blank General Fury stood and proceeded to march towards the door where two armed guards met him. "Call in the Ultimates. Priority one," he ordered as he charged past to his station.

* * *

**Alaska  
Now**

"This is messy," Skyfire said to Broadside as the gargantuan aircraft transformed and landed heavily on the warship's deck. He shook his frame with the force of the impact, his massive hull sending a large wave of icy water outward toward the land mass not far from his port side.

"How did you go? See anything?" the Battleship asked.

Skyfire rose to his feet and took a few careful steps toward the bridge. "Unfortunately, the entire facility is in ruin. Nobody could be left. Although there are only three possible explanations for such violent seismic activity – two of them are Decepticon. I think it was either Rumble or Devastator. If we want to keep covert we'd better hope it's not Devastator."

"I hope it's not Devastator. I don't want my circuits smashed," Broadside said grimly.

"We'd better check." Opening his chest compartment, Skyfire removed a small device and held it firmly in his hand. "Skyfire to Teletran One. Requesting on open communication channel with Optimus Prime."

"I read you, Skyfire. What do you have to report?" Optimus asked over the crackled signal.

"There were no survivors," Skyfire replied. "I did some low level surveillance with infra-red over the epicentre and there were no signs of life. I even investigated a little on foot. They left absolutely nothing to chance."

"Skyfire thinks it might be Devastator," Broadside added.

"Let's hope not," Prime said with heavy concern. "With the Dinobots and Superion still in status we don't have sufficient firepower to counter a full-scale assault."

"Devestator is focused. The destruction here was too random," Skyfire assured him. "Rumble just likes to leave his mark. In any case, the Decepticons managed to make off with over half the crude oil from within that reserve in less than one cycle. That one hit gave them enough energon to last months."

"This is quite disconcerting to say the least, Skyfire, to have the Decepticons in possession of so much potential energon." Optimus paused and considered his options. His spark was heavy with the knowledge his forces were spread thin as it was. "I want you and Broadside to remain in position and keep monitoring the reserve. Do your best to stay out of sight and report back if anything else eventuates. The rest of us will continue our search for the Nemesis."

"Will do, Prime," he said. "Over and out."

For the few months they had been awakened the Autobots had tried their best to keep their presence hidden. It was apparent that Megatron did not have the same concerns and against their better judgement they were forced to clean up their messes or else fear retaliation from the human popullace. Though as it was they were helpless to act and didn't have the energon to adequately defend themselves. All they could do was wait for the game to play out.

* * *

**The Triskelion, War Room  
Two hours, forty five minutes ago**

The light of the monitor illuminated the silhouette of General Fury's bald head as he addressed the men and women seated before him. At a glance no layman could determine by their everyday garb that those seated before him were in fact the Ultimates: persons of mass destruction and the first option in SHIELD's US homeland security initiative. Captain America, Iron Man, Thor, Hawkeye, Black Widow, Scarlet Witch, Quicksilver and Wasp: all sat forward attentively to hear the details of their briefing.

"A power station in Chechnya, a nuclear armaments facility in China, an untapped uranium mine in outback Australia, and as of last night a naval petroleum reserve in Alaska," he stated bitterly. "All of them stripped nearly bare in the past month by persons and means unknown. What little evidence we do have indicates the use of mass-super-weapons, advanced enough for us to consider the possibility of extra-terrestrial involvement."

Sliding from frame to frame Nick Fury pointed to various pictures of tire marks embedded in the dirt or snow. "These are all that are left in their wake. Treadmarks from heavy vehicles which then make way... to these."

The Ultimates gasp collectively as they stare upon the image placed before them. Steve Rogers, aka Captain America, barely recognisable in a SHIELD issue t-shirt and trousers instead of his trademark uniform, could barely believe his eyes. "Is that what I think it is?"

Fury nodded grimly. "Yes, it is, Captain. What you're seeing is a footprint."

"It's got to be at least six feet long," he murmured.

"Impossible," exclaimed Tony Stark, his interest suddenly greatly piqued. "That pattern would have to be left behind by some kind of giant walking machine. Modern science, even the classified stuff here in Stark or SHIELD labs, can barely even make a robot stand let alone walk. The gyroscopic stabilization system would just be too advanced."

"What can I say, Tony?" said Fury. "It looks like someone somewhere cracked the secret and now we've got them plundering resources and destabilising economies. Now they've hit our home turf and the problem has fallen into our laps."

Hawkeye leaned back in his chair and raised his hand, waiting to be answered. Fury nodded to him. "Sir, do we have any leads as to the identity of the thieves?"

"Only that we may be dealing with more than one party," said the General heavily. "During the time of each incident satellite surveillance was impeded for several minutes or the satellite outright destroyed mere moments before the enemy's resource mining was interrupted."

"Someone else wants the resources for themselves?" the Black Widow interjected from her far end.

"Maybe." Behind him the slideshow continued with photographs of abstract insignias sprayed roughly in various international locations. "At every scene we found these markers. We have no idea what they mean or who they belong to, but they've been spread globally. Local authorities have found similar evidence in the tracks of large vehicles and footprints, but have not reported any incidents to follow."

Captain America leaned forward, his steely blue eyes eager for action. "So what's the next move, General?"

For a moment Fury let the hard man act drop and let loose a sly grin. "Our next move is packing our bags and dressing warm. We're on our way to Alaska."

* * *

**The Ark, Autobot Homebase  
The Colorado Desert  
Now**

Optimus Prime stared down from his platform to the Autobots racing about from computer to computer on the levels below. To look up on him the Autobots saw a vision of leadership: a bold figure of unquestionable strength and wisdom. Not a single one among them wouldn't march straight into the scrap heap if Optimus had given them the order.

The brave Autobot leader stopped and wondered where he might be without such loyal and mighty soldiers to support him, and therein lay his dread. Like a true warrior of nobility Optimus didn't fear his own destruction, but rather he worried about his comrades in the face of such dire circumstances, like he'd lead men dying of thirst into the desert.

"Optimus?" He turned to see standing at the top of the staircase a yellow Autobot half his size: the weapons expert codenamed Bumblebee. "Are... you alright?"

"I'm fine, Bumblebee," he said covering his uncertainty. "Merely weighed down by the heavy decisions we're being forced to make."

"Not like it's much of a choice," Bumblebee chortled. "We need the numbers to fight this war, but we just don't have the energon to do it."

"So this is what we've been reduced to, picking at the Decepticon's scraps." Optimus dropped his head wearily. "The humans aren't going to like it. They're going to see us as an enemy as well."

"You've done a good job of keeping us hidden, Prime," Bumblebee assured him.

"It's only a matter of time. Megatron's reckless disregard is eventually going to have us all discovered and things will come to a head. We can only hope we get to Megatron before it comes to that."

"Optimus Prime! Bumblebee!" At Jazz's calling the two Autobots ran to the lower level where a number of blips had appeared on an electronic map. "It looks like Broadside and Skyfire have some company out there."

"Blaster?" Optimus queried his nearby intelligence gatherer.

"They're known as SHIELD," the red Autobot began. "A human military organisation based in this nation. They've taken their weapons program a step further than the others by employing super-humans they call 'The Ultimates'. Any one of these guys alone would give us a good fight."

"I want complete radio silence," Optimus ordered. "Wheeljack, man the space-bridge. We'll need it ready should they require immediate extraction."

"On it, Prime," said Wheeljack hastily running to his post.

"Why don't we just pull them out now?" asked Bumblebee worriedly.

"Because for now we need all the energon we can get," Optimus told him.

* * *

**Northern Alaska  
Site of the attack**

"Run on the spot, Pietro. It'll warm you up." Iron Man suggested to his comrade, his chuckle crackling through the audio devices of his cybernetic battle suit. The slender, silver-haired figure glared at him. The cold was difficult to ignore, particularly for Quicksilver who was forced to dress minimally: too much clothing would have been a hindrance to his speed.

Steve Rogers, now clothed in his star spangled Captain America uniform (and SHIELD issue winter parka Pietro couldn't help but notice) hushed the pair as he approached the site of the enormous footprint General Fury had shown them just hours before. "The air is still. Weather reports said that things have been fine the last twenty-four hours. I'm certain these tracks should still be here."

"There! Cap! About two hundred yards, eleven o'clock!" Clint Barton, aka Hawkeye pointed out, his gloved hand shielding his eyes from any unwanted light as he squinted.

"Pietro, I want a twenty mile recon radius. Tony, you support him," Captain America commanded.

"You got it," Quicksilver replied before vanishing from sight, leaving only a rapid trail of shallow footprints in his wake.

"Maintain radio contact, Tony. We don't know what's out there."

Iron Man gestured his acknowledgement and activated his heel-mounted boosters then took to the air.

Captain America looked back to the SHIELD gunship idling not far from their position and gave a signal. The pilot to cut the engines and Cap turned to his remaining comrades: Hawkeye and Wasp. "Alright, let's check this out."

"Get a load of this." Hawkeye marveled as he found himself standing inside the nine foot track. "If the feet are this big, my God…" He compared his own foot size to the print: he could easily lay in it with arms fully outstretched.

"Cap! Over here!" Wasp shouted, pointing toward a small device protruding ever slightly from the snow. "Looks like there are more of those insignias!"

Captain America immediately jogged to her side and brushed the snow from the machine. "I don't recognise the tech. Better call Fury to send his boys down." Without skipping a breath, Captain America produced a tiny digital camera from his parka and took snapshots of the device from all possible angles.

The radio crackled to life. "Cap, I can see something," Quicksilver's voice said. "Out in the water. It's not very clear, but I think it's a ship, a carrier maybe... I can't make it out. This is a restricted area, isn't it?"

"It is, Pietro. There was no report of any ships around here. Whoever they are, they're in a heap of trouble. I'll get Tony to investigate. Out. Iron Man, come in."

"Hey Cap, what's up?" came the distorted reply.

"Pietro's spotted a ship. I need you to home in on his position and investigate."

"On my way now." For a moment he paused. "Wait a sec... We've got something up here. Whatever it is, it's big."

* * *

**The near distance**

"I don't like this," said the Autobot as he soared silently through the mists above the snowfields.

"Relax, Skyfire," came a voice from the aircraft carrier below. "We're invisible to their technology, and even then they're only humans. They won't be able to hurt us."

"It's not that," the guargantuan aircraft continued. "We shouldn't be here, Broadside. What we're doing is no better than what the Decepticons would do."

Broadside was silent for a moment as he pumped oil from the underwater pipes into his bowels. "We're low on energon. Right now we do what we must to survive. We're at war."

"We're at war with the Decepticons, not the humans," Skyfire reasoned. "But if we keep doing this..."

Suddenly a voice came over the frequency, broadcast on a human wavelength. "Unidentified craft, this is General Nicholas Fury of the United States homeland security force, SHIELD. You are in restricted airspace. Surrender yourselves immediately for questioning or you will be considered hostile."

"Broadside, you don't think they...?"

"Skyfire!" A bright blue beam of light shot through the fog, striking the flying Autobot on its wing and causing for it to struggle. After taking a moment to restablize Skyfire scanned beside him to notice a red, yellow and black metallic humanoid cruising beside him on foot-mounted rockets.

"I don't know who you are or how you managed to keep off my radar, but I'm here to take you down," Iron Man told him sternly. "One way or another."

"So much for avoiding conflict," quipped Broadside.

"No. I will not fight. They are not the enemy." Taking a drastic turn Skyfire pointed his nose upward and fired his afterburners, propelling him into the stratosphere.

"Skyfire! What are you doing?"

"He won't be able to follow me up here!" For some distance Iron Man kept in range of Skyfire, his body pointed straight like a living missile: but it was only a matter of time before he began to fall back.

"General Fury," he addressed his radio. "He's going into sub-orbit. I can't keep dogging him like this."

"Take him out, Tony," came the order. "One way or another."

"Confirmed," he sighed anxiously. As much as he loved being Iron Man he hated playing soldier, putting human life at risk whether it be friend or foe: but the questions before him were too great to be left unanswered. With very precise and computer coordinated aim Iron Man pointed the blaster installed in his palm in the direction of Skyfire's afterburners.

With a mighty boom and great balls of flame the rear end of the enemy craft exploded, leaving it to plummet backwards into the Earth below. Iron Man gave chase, waiting impatiently for a pilot or crew to bail out and parachute to safety. He mumbled to himself, "Come on, come on..."

He burst downwards, placing himself within the falling craft's trajectory. Screw it, he was drunk enough to play hero and rip the pilot straight from the cockpit if need be: but the cockpit was empty.

Skyfire crashed into the ice as Iron Man evaded being crushed with only moments to spare. The shockwave sent a million more cracks running through the snow covered ground and created an atmosphere twice as difficult to navigate in as before.

"Whoa," gasped Pietro, now standing immediately beside the wreckage. He was impressed by the sheer force of it all.

Iron Man landed beside him and took a few heavy steps forward. "There was no crew."

"So what could it have been?" asked Quicksilver. "Remote control?"

"We... are not... your enemy..." came a weak, electronic voice. Amazed, the two Ultimates ventured a little closer to inspect it's source. "We... mean you... no... harm..."

"I thought you said there was no crew!" Quicksilver chided angrily.

Before they could argue further the twisted pile of metal began to shift, taking a strangely familiar form. Soon it towered over them, nearly eighty feet tall and in the shape of a man. On it's wings, now strapped to it's back were the insignias shown to them by Fury in the briefing room. Whatever it was they were looking for they'd just found it.

"General Fury," Tony gasped into his radio with amazement. "The craft, it just... it just..."

"It just transformed, man!" screamed Pietro with panic. He watched as the machine tended to it's knee, most probably severely damaged in the crash. "It was a jet, now we're face to face with a giant robot!"

* * *

"A what?" Captain America yelled into the receiver to be heard over the roaring blades of the blackhawk helicopter tearing through the skies over the freezing waters.

He was interrupted by the pilot pointing ahead. "Captain, we've just sighted an unmarked aircraft carrier dead ahead."

"A giant robot!" Pietro gasped again in the background.

"Okay team, the situation has changed," came Fury's voice. "Iron Man is face to face with an enemy super-weapon. A team is being sent to investigate the aircraft carrier. Captain America, go back and help Iron Man."

"Negative," he protested as he peeked his head out for a better view. "We're already in position."

Fury growled. "That was an order, Captain. You have no choice in the matter. Go back and help Iron Man!"

Before he could argue the chopper pulled back violently to avoid a string of missiles shooting by them. Captain America unfastened the straps on his chair and grabbed the rifle of the soldier next to him. "I'm sorry, General, but your men won't be able to get near that thing. I need to move now."

"A team has already been dis-" He didn't hear the rest of Fury's argument. Nearly two hundred feet above the runway Captain America leapt into the open air and almost glided to the ship, landing gracefully poised after a perfectly executed judo roll. Any other man would have been severely injured or killed in the fall, but he was a super-soldier with limits far exceeding those of any normal man.

He stuck to the corners and scanned the area for signs of life. There was nothing. The ship appeared to be unmanned. Perhaps it was being controlled from a distance, perhaps it was run on an automated system: there was no way of knowing.

"It would be wise of you to flee with haste," said an electronic voice. It seemed to emanate from all around him. The voice was well spoken and the English fluent: for a moment Captain America entertained the grim idea of battling terrorists originating on his native soil.

"Show yourself," he ordered sternly while holding his shield and rifle ready for battle. His eyes scanned from his alert crouch as he slowly made his way to a more open area of the runway.

"You have been warned." The platform below him shuddered and creaked loudly as the entire ship began to upturn. As he slid down the smooth runway Cap searched frantically for something to hold onto which eventually came when a series of smooth, even cracks appeared in the floor. Piece by piece large slabs of sliding metal rearranged themselves forcing the super-solider to duck and weave as he swung dramatically from point to point. In a matter of seconds the ship had entirely transformed, now the shape of a robot standing twelve-hundred feet tall with Captain America dangling desperately from a plate on it's elbow.

"What the hell are you?" he bellowed as he searched for some better footing.

A battalion of SHIELD helicopters descended and fighters streaked by, circling the metallic monster before them. The first barrage of missiles struck it's chest causing it to take a few awkward steps and leaving Captain America to struggle for his grip.

With no hesitation the robot drew a large hand-held cannon and with a single blast of energy obliterated a significant portion of airships attacking it. Deterred, the other ships drew back and regrouped for a second unrelenting attack. Never before had they seen that kind of power but they did not hesitate to try again: not until they had their orders to pull back.

"Damn it," Captain America cursed under his breath. Over a dozen lives had been snuffed out with a single shot before his very eyes. He had to do something. He had to find the cockpit and take out the pilot and beat him to within an inch of his life. He had to stop this before it became a massacre.

As the robot shifted to take aim it's other arm started to rise. There was now a good stretch of flat surface that he'd have to race across to reach the head: at least he hoped that's where the cockpit was located. With the speed of an Olympic runner he sprinted across the distance, gradually making his way to the beast's shoulder.

It's neck turned only to notice at the last moment the red, white and blue vibranium shield propelling into it's visor, smashing it into millions of pieces. The beast threw it's head back. _Yes_, Cap thought, _you've hurt it: now finish the job_. In his desperation he aimed his other weapon into the black socket he'd knocked open and unleashed round after round of rapid machine gun fire into it.

"I can't see!" Broadside yelped as he shuddered forward.

Finally losing his balance Captain America went into freefall, right back into the icy water just like that fateful day back in 1945. The water crashed against his back like a concrete slab and the cold quickly sapped away whatever strength he had left. He tried to struggle, but already it was getting dark. No, he had to find a way back... and then there was the familiar black.

A second stream of laser fire caused the fighters to scramble. Radios blared with orders from Fury to retreat and take point for a third flank. Skyfire struggled towards his blinded fellow Autobot and trailed what remained of his leg behind.

"We haven't much time," Skyfire told him. "The space-bridge has been opened. You'll have to carry me if we're going to make it."

"I can't see," said Broadside painfully.

"Then I'll be your eyes." As he draped his arm over Broadside's shoulder Skyfire scanned the waters below and saw a single body falling slowly to the cold depths. "Broadside, there is a man in the water."

"Yes," he answered matter of factly.

"Humans need oxygen to survive."

"Oh. I see." With a single scoop of his metallic hand Broadside caught Captain America and drew him back up to the surface. "There has been enough life lost today."

Skyfire looked back to see the third attack approaching. "We haven't time to drop him ashore. We have to press on."

* * *

Thunder and lightning roared in the wake of the choppers as the mighty blonde-haired god Thor propelled himself onward with his mighty hammer. Electricity danced from his solid muscles and charged his bright blue eyes, thirsty for battle in retribution of his fallen teammates.

"First priority is to find Captain America," General Fury told him via comm-link. "Taking out the enemy at this point is just a bonus."

"I'm confident that I can do both, General," stated the god of thunder proudly. Searching through the mists he finally caught a glimpse of two epic forms retreating waist-deep through the ocean. "Enemy sighted. Moving in."

Before he could summon a bolt of lightning an aurora of lights and a deep hum emanated from nearby. With a loud boom they stopped just as suddenly as they'd started.

"Thor? What the hell was that?"

"I don't know," he murmured.

A wave of water rose and slammed into Thor like a cold, angry fist as something beneath the waves exploded. The following moments were calm and nothing more was to follow. After venturing back to investigate the immediate area the god of thunder found nothing. He bowed his head sadly.

"We lost them, General," he sighed.

"And Captain America?"

Thor tightened his grip angrily. "M.I.A."

Unbeknownst to the Ultimates, not all of their targets had left the battlezone. A small bird-like android retracted a tiny video camera back into its head. Swiftly it turned and soared towards the open ocean.

* * *

**TO BE CONTINUED...**


	2. Chapter 2

**CHAPTER 2**

* * *

The birdlike robot flew out over the open sea and circled in the air hundreds of kilometres off the Californian shore. Moments passed and the sea below began to churn.

Bubbling like a live volcano the water then parted, making way for a massive column of steel to rise from the murky depths and shoot skyward before coming to a halt. A maw-like doorway slowly opened and extended to form a temporary runway.

"Welcome, Laserbeak," a scratchy, vindictive voice greeted the small robot. "I hope you bring good news. Soundwave, play back his findings."

"As you command, Megatron," he replied in his usual monotone. The large blue Transformer rose to his feet and leapt into the air: his body changing as he did so. Defying all human science the cassette player Soundwave had become shrank to the size to a size more befitting it's disguise. From one side it extended a probe which snaked its way to an interface port on beside the Decepticon supercomputer.

The chest cavity opened with a jerk and Laserbeak took to the air, his body immediately compacting into a perfect cassette. Gliding precisely into Soundwave's chest he locked in and Soundwave began the playback.

Megatron paced around the chamber as the video loaded, his large white chassis casting an intimidating shadow over the minions assembled behind him. He stopped and faced the video screen. "Primitive Earth technology," he muttered, stroking his block chin. His diabolical red eyes pulsed as the video began to play.

"It just transformed, man!" One of the humans screamed as Skyfire changed from his aircraft to robot mode, nursing a severely damaged knee. Megatron smiled. Laserbeak's reconnaissance next showed Captain America boarding Broadside and attacking his robot mode, crashing through his visor with his shield and emptying a magazine of machine gun rounds into the optic sensor.

Megatron was intrigued. "Ultimates, are they?"

"It seems humans are slightly more able than you give them credit for, mighty Megatron," a red and white robot looking somewhat like a fighter aircraft sneered defiantly.

"You're an idiot, Starscream," Megatron retorted, adjusting the settings on the massive black laser cannon mounted on his right arm. "Super-human or not, we will still crush them beneath our feet with ease."

Megatron turned to address his soldiers. "It seems the Autobots have engaged the humans. This seems uncharacteristic for Prime, so we will assume things are quite dire in the Autobot ranks. Astrotrain, transform," he commanded. "I think it's time for we exacerbated things for them."

The enormous grey Decepticon transformed, his bulky physique quickly becoming a steam powered locomotive. Lowering the rear entry Starscream and other Decepticon troops clambered aboard. Soundwave followed, hurriedly returning to his robot mode after withdrawing the video probe from the computer.

"Shockwave, you remain here," Megatron commanded. The obscure cyclopean Decepticon saluted with his gun-arm and turned to the computer, arbitrarily pressing buttons with his hand.

"The rest of you will accompany us," he continued. Within moments Astrotrain's compartment was completely full of Decepticons. Megatron entered as the door closed. Slowly the carrier began to roll, gradually building up the momentum sufficient to shift the heavy passengers.

Shockwave from his post again activated the entryway through the computer. The water parted with a rumble from above before the massive steel column pierced the sky and opened, making way for the Decepticon runway.

Astrotrain chugged forward recklessly before charging headlong over the edge of the platform. Falling a short distance toward the churning ocean he transformed again into a guargantuan grey space shuttle. With a powerful burst from his thrusters Astrotrain was airborne.

"What is our destination, Megatron?" he asked his illustrious passenger.

The Decepticon replied with a diabolical grin. "New York…"

* * *

**The Triskelion  
**

Nick Fury sighed as he rested his hardened brow upon his fingers. One of his bravest men had been lost to something he couldn't quite explain, even in the number of reports he'd submitted. His heart was heavy with the loss of Captain America and the fact that he was the one left to take down the foe who'd bested him.

"He's still alive out there," said the Janet Van Dyne, the Wasp, enthusiastically. "He's probably alone behind enemy lines, but I guarantee he's still alive."

"One was more than he could handle," Quicksilver replied. "If he is out there with them then he's drastically outnumbered."

"One way or another we'll find him," added Fury. "Dead or alive, we'll find him."

The others seemed confused by this statement, most of all the Wasp. "General?"

Fury turned to his team and bore into them the same hard stare his superiors had used on him over the years: the one which made him oft times want to die. "Captain America's biology and the super-soldier serum in his veins is the property of the US government. So dead or alive POTUS won't let us rest until he's recovered."

(Whiter's note: POTUS - President of the United States.)

"That's awfully grim, even for you, General," stated Thor coldly.

Fury let a smile crack in his demeanour. "Believe it or not, Goldilocks, but this is good news. You see, POTUS makes it his business to keep a very close eye on their persons of mass destruction."

"You had a Global Tracking System implanted in him, nyet?" the Black Widow asked.

"Exactly right," he confirmed. "In the event of emergency the system is activated and any one of countless satellites will broadcast Captain America's exact location to us."

"So what's the problem?" prompted the Wasp. "Why aren't we retrieving him?"

"It seems the enemy is a lot more advanced than we gave them credit for," he muttered. "Upon searching it seems that Cap was in Kabul, Madrid, Amsterdam, Toronto, Rio, Auckland, St Petersberg and Las Vegas simultaneously."

"You're still smiling, Fury," Thor pointed out sternly.

He continued to grin. "His position was drastically shifting, but one remained constant. It's not sure-fire intelligence but we have it on good authority he's somewhere out in the Colorado desert. Tony?"

Tony Stark adjusted his tie and leaned forward in his chair for a serious explanation. "From the remains we found on the ocean floor and the lights we saw our enemy used a form of gateway the likes of which we've only imagined up until now. Imagine a sort of quantum freeway. They access it at one end, bypass all points of reality in the middle and come out of a pre-determined exit."

"The other signals we've been receiving have been emanating from what we believe to be other exit points used by these Transformers," Fury continued. "Hopefully with cooperation from Interpol and the UN we can have men all around the world watching and guarding them."

"Transformers?" asked Quicksilver.

Fury nodded. "According to Tony these things were unmanned and attempted communication after being engaged. If they were being controlled remotely then we would have picked it up, even if we couldn't decipher the signal. In all likelihood from the degree of power and resources they have at their disposal we believe that we may be facing an artificial alien life-form with remarkable powers of adaptability."

"Shouldn't we be worried?" asked the Scarlet Witch.

"We're the Ultimates," said Fury with the utmost confidence. "This is exactly the kind of thing we were made for."

* * *

"We'll never pull this off."

"Yes, we will. We're just a guy standing by his car. We have clearance. We're supposed to be here."

Rick Jones at just twenty-seven was a highly established military man. With several tours under his belt and countless honours he was a prize choice for SHIELD, Nick Fury's homeland security force answerable only to the President. Stationed as a guard in the Triskelion's intelligence division he was often privy to sensitive knowledge before it reached his superiors.

He sat leaned against the hood of his navy blue jeep and took a long drag of his cigarette. Not a thing would appear out of place if the real Rick Jones weren't a thousand kilometres away in the arms of his lover.

"We should be out chasing Decepticons," muttered Blaster, concealed in the form of an old cassette player under a tarp in the Jeep's rear.

"We will," replied Hound, "but you heard Prime. Our mission might come to a grinding halt if these Ultimates guys aren't taken care of. We need to keep an eye on them and avoid them as much as possible."

"Yeah, but... whuh-oh." Blaster grimly analysed the data he'd radio-hacked from the neighbouring building. "You're right. We need to get back to Prime."

"What is it?"

"They're looking for their friend."

"And...?"

"They're not too far from finding the Ark."

"Let's roll," said Hound.

"Corporal Jones," called a guard to the young man sitting on the hood. "We not informed of your return."

"Special orders from above," he replied sternly. "Fury called a few of us back, said we needed the extra manpower around here."

The guard listened to his earpiece and glared harshly at the impostor before him. "No, sir, I have been informed that is not the case." He and the accompanying soldiers raised their assault rifles and pointed them squarely at the young man's face. "Sir, please come with us. We have a few questions we'd like to ask."

Rick Jones blinked away in a fading wave of rainbow light. During the confusion the jeep charged autonomously through the haze of the hologram and past the guards. It weaved and dodged as it avoided strafing machine gun fire from all around.

"Supposed to be here, huh?" chided Blaster sarcastically.

"How about a little constructive criticism?" Hound barked.

"Alright," said Blaster thoughtfully. "Human biology lesson one: humans need oxygen."

"Got it." With that Hound sped up, aiming for the rails of the winding driveway. Charging through them his clumsy metal form fell hard into the water and sunk to the bottom like a stone. "Happy now?"

Transforming, Blaster turned and landed on his feet. Helping Hound up awkwardly they began to walk. "Come on. We need to make it to shore before they send in the submarines."

* * *

A soldier burst into Fury's office and stopped only to salute. He stood tall and stiff as he awaited his commands. "Sir!"

"They took the form of one of our own, attempted to break into our base then attacked my men," the SHIELD director seethed furiously. He cooled himself and glared at his subordinate with his one good eye. "Find them. Hunt them down wherever they stand. I want them taken care of yesterday. Understood?"

"Sir! Yes, sir!"

* * *

"This is further than it looks," Hound whined as he fought against the pressure of the water, each stride an effort. "Isn't there a faster way out? We've got to get back."

"It'll take them a moment to mobilise submersible units, so we've gotta make sure we use every nano-click we can to get as far away as possible," said Blaster. "Look, the sunlight above is getting brighter. We're nearly at the shore."

The pair came to a stop before a flat concrete wall where the water was at it's shallowest. Hound looked up. "There's a ridge just above the surface here. Let me on your shoulders."

Blaster agreed and boosted him with his hands. Hound stood proud of the water and hoisted himself up onto the concrete before turning and pulling Blaster from the ocean. The two sat heavily, water pouring from every alcove in their chassis when they froze.

"By the Matrix," Hound cursed.

The pair had emerged from the ocean in front of scores of terrified onlookers.

Amid the chorus of screams Hound turned to Blaster. "I guess it's a little late for secrecy." He transformed into his jeep aspect and gunned his engine. Wading through miles of seawater had taken it's toll on the fresh coat of paint given to him for the mission. Most of it had worn away revealing his original army green body.

Blaster transformed, shrinking down to the size of a beatbox and landed on Hound's back seat. Spinning his tyres, Hound charged toward the crowd, blasting his horn aggressively, attempting to shoo them from his path. Screeching tyres and a controlled fish-tail manoeuvre allowed him to avoid the onlookers with awestruck stares.

"You're missin' something, Hound. Jeeps don't drive themselves," Blaster reminded him. Without a word, Hound activated his holograms and materialised a motorist in the driver's seat.

"That was close," Blaster sighed with relief. "That could have gone way out of hand."

"Sure could have. Are there any Space Bridge waypoints around here?"

"Nope. I'll have to install a new one. Pull over where it's quiet and I'll work on it."

Minutes later after Hound evaded the police and other authorities they pulled over to a secluded backstreet. It was large enough to support most Autobots and isolated enough from any human residents: a perfect spot for a Space Bridge doorway.

"The only problem with this place is that I have to install it on asphalt. There's no way to conceal the generator," Blaster complained as he tinkered with the tiny device plastered with Autobot insignias.

Hound searched around for signs of life. There was nothing save the distant sounds of sirens as the city forces raced around in search of them. They'd escaped relatively easy, but he supposed evasion was second nature when half of his life was spent in vehicle mode.

Blaster joined the last of the wires. "Alright. It's done. Let's get outta here." The projector crackled to life and created a hazy doorway in the air above it. They stepped carefully over the device and through the doorway. A moment later the door sealed closed behind them, leaving only a thin whisp of smoke and the generator on the ground.

* * *

As the pair rematerialised at Autobot Headquarters they were somewhat surprised to see Optimus Prime waiting for them. "What happened?"

"They caught us," said Blaster.

Prime groaned with concern. "So I see. They saw through your hologram, Hound?"

The robotised army jeep nodded. "Evidently humans have a hive mind of sorts. They didn't even think twice. They knew before they even double checked that my hologram wasn't real."

"Not quite, Hound," Wheeljack informed him from behind Prime. "They don't possess a hive mind as such, but they do operate as a colony. Humans are ruled by corporations: institutions based around power, intelligence and beaurocracy spread throughout a complex hierarchy. Part of this power involves keeping a close eye on their own as well as their enemies."

"Just great," Hound remarked.

The sports car led them to the interface panel of Teletran and quickly punched in a combination of keys. "Super-humans," Wheeljack instructed. Immediately the supercomputer began a comprehensive search through all of Earth's most sophistocated networks. "These 'Ultimates' that are causing us so much trouble are the latest manifestation of the superhuman phenomenon here on Earth. This particular group are a lot more capable than the others and they recieve orders from a security division here in the American nation."

"In other words we might have a real fight on our hands," said Blaster heavily.

Wheeljack nodded. "I have to get back. Skyfire's critical and Broadside's been blinded. Whatever shattered his optic sensors is different from any material we've encountered before. It shares a similar composition to cybertonium, but judging by the force of the impact, it's much harder. By the looks of it Ratchet and I have to make some delicate repairs." Without another word Wheeljack transformed and sped off in the direction of the repair bay.

Optimus turned to Hound and Blaster. They were still shocked at the thought of _humans_ managing to cripple both Skyfire and Broadside, two of their most powerful comrades. Optimus read them easily. "Broadside brought the human back with him. He's in containment."

Hound was more than disconcerted. "Are we even sure a containment field will hold him? I mean, he did take Broadside down. That's quite a feat, even for one of us."

"He's shaken. Even for a superhuman that was quite a fall he took. It also seems the ocean tempuratures have taken an adverse toll on his biology," a red Autobot assured them. The door to the containment quarters slid open, the large telescope on his right shoulder adjusting itself back to it's default settings.

"Perceptor," Optimus acknowledged the Autobot scientist. "What have you discovered?"

"The sources Teletran collected from this planet's digital information network was accurate," he explained. "They are a carbon based life form with all of the necessary respiratory, digestive, circulatory and neural systems: an extremely complex anatomical configuration. Their outer layer has only limited protective capabilities, so humans are forced to wear protective skins when involved in tasks that are potentially hazardous. This one however seems much sturdier than most..."

"Is he responsive?" Optimus asked.

"He is. Although he seems distant... and stubborn," Perceptor replied reluctantly.

"I will talk with him. Blaster, Hound, follow me."

Steve Rogers sat and stared at the wall. He was a far cry from the great Captain America, imprisoned by alien machines behind a seemingly unbreakable wall of energy. The bruises covering his face were nearly as furious as his expression and the dull aching of his ribs only served as a greater reminder of his failure.

For the past several hours he'd tried various methods of escape from shorting out the internal circuitry within his cell to forcing himself out through sheer brute force, but nothing had worked. Perhaps if he'd still had his shield he would have had a greater chance.

Optimus Prime stepped heavily into the area, walking the line outside the super-soldier's invisible cage. He looked down and even though they were mechanical his neon blue eyes still manage to exude the age and wisdom of his digital aura. Slowly, calmly, stiffly, the Autobot leader bent down to closer address his unwilling captive.

"We mean you no harm," he began. He was met only with silence from the battle-hardy captain. "I am Optimus Prime, leader of the Autobots. We are visitors to your world from the planet Cybertron."

The human looked up defiantly, as if to say he'd already gathered that much.

Optimus continued, "I must apologise for our secrecy. It was never our intention to come to your world, but circumstances forced us to act otherwise." He paused to consider his next words to the still unphased soldier. "There are those like us who aren't as benevolant. They are the Decepticons. Their only interest is conquest and the means to gaining more power, which in this case seems to be stripping your Earth dry of it's energy resources."

"You mean to tell me those weren't two Autobots syphoning what remained of those petroleum lines?" asked Rogers brutally.

Prime stood and did so with a deep sigh. "We do what we have to do in order to survive. The Decepticons are a threat we will take care of and then, I assure you, we will leave your world."

"How noble," the Captain remarked. "So you're just going to sneak around behind the world's back and hope nobody notices a war going on?"

"This is our responsibility. Humankind cannot be allowed to interfere."

Steve Rogers laid back his head and closed his eyes to rest against the warm metal wall. "You don't trust us. You'd never even give us a chance."

Sternly Optimus marched away, his spark heavy and his mind cluttered: there was much to consider.

* * *

**Central America  
Twenty miles above**

Light refracted from the infinite sky surrounding the gigantic space shuttle, bathing the Decepticons housed within his armoured hull in incandescent light. Starscream, a large jet fighter, stormed about impatiently as he awaited the next glorious battle: though waiting was a passtime at which he did not excel. Megatron would have them bide their time, but so long as there were Autobots with active sparks to be crushed the eager Decepticon could not be idle.

"Bring me an Autobot, that I may tear out it's optics and crush it's central processor!" Starscream's whining did little to quell the impatience of his comrades and several nodded in agreement. "We've been waiting, Megatron, and I for one have had all I can stand!"

"Silence, Starscream, before you make an even bigger fool of yourself," yawned his leader dismissively, seated unceremoniously in the corner.

"How can you sit there so high and mighty when the situation is reaching critical mass? You would have us hide like cowards!"

"Starscream," he growled warningly.

"You're not fit to lead," Starscream proclaimed. "You're too short-sighted! Even if these Ultimates take care of the Autobots then we simply become their next target: or perhaps the great Megatron is hoping against hope that they will eliminate each other?"

Without speaking the mighty Decepticon leader raised his arm, unleashing a blast of plasma energy at his underling. Starscream fell to the ground, cradling his leg and wailing.

"Argh! My foot!"

"Again you prove yourself an idiot," Megatron mused. "Why and how I assigned you your current rank will forever remain a mystery. As for the Ultimates, fear not. We have the situation well in hand."

* * *

**Manhattan Island, New York**

"We found something."

Iron Man glided gently from the sky on his rocket boosters. Minutes ago the remaining Ultimates had been summoned to search for two Transformers that had infiltrated the Triskelion. What he found was far more insteresting and stood face to face with the exposed Space Bridge generator. He studied it up and down, running all diagnostic tests his systems were equipped with.

"What do you see?" came General Fury's voice from his two-way headset.

"It looks like a generator similar to the one we found in Alaska," said Thor as he landed softly beside him.

"Most likely the pan-dimensional gateway your boys theorised about, Fury," he continued. "Advanced stuff."

"How advanced?"

Tony let a coy smile slip underneath his visor. Maybe it was the alcohol or maybe this was one of the few times in his superhero career he'd been more excited than scared. "Not advanced enough to stop a mechanical super-genius like myself. Though I warn you, it may take a while."

"Proceed with caution," Fury instructed. "The rest of the team are converging as we speak. ETA two minutes."

"Copy that," replied Iron Man, already halfway through attempting to pry open a side panel. When it wouldn't budge he turned to his companion. "Little help?"

"My pleasure," grinned the god of thunder as he swung his mighty hammer. With a loud crash which shook the pavement the panel gave way.

"Nice work." In an instant Iron Man stared inside to the new world of technology exposed before him. He recognised most of the components: many advanced beyond normal human understanding, others only theorised about in journals.

"Still confident?" remarked Thor.

"Absolutely," Tony assured him. This time it _was_ the alcohol talking. After a few moments of tinkering something strange occured. The parts inside the machine began to shift, recoordinating themselves to perform an entirely different task. All agreed that it didn't look promising. "Uh-oh."

"Iron Man, report," ordered Fury.

"The inside of this thing is changing. Just like the big machines are able to change their outer appearence to accomodate a battle mode their tools are able to change their internal structure: and from the looks of these alternating alien symbols I'm guessing it's transforming itself into..."

"...A bomb." Fury growled anxiously. "Thor, dispose of it."

"No," Iron Man protested. "I can disarm it."

"We don't know how much time we have!"

"We need to salvage this thing if we're going to have any chance of finding Cap!"

"Thor, dispose of the bomb," Fury barked. "That's a direct order!"

The god of thunder threw down his earpiece and crushed it under his heel. He gave a trusting nod to his teammate.

"Thanks," said Iron Man, turning back to the deadly puzzle.

"You'd better know what you're doing."

"I have an idea," he mused, almost to himself. "Their culture appears to be one based on shape more than symbolism. Their line of thought isn't limited to the same two dimensions as human beings, so if my guess is right the disarm code is unlocked through the rearrangement of the core's interior."

"Are you sure you wouldn't rather I teleport with it? I'm sure it would do little to phase the fire demon, Surtur."

"Step away," came a threatening voice. Both turned to face Hawkeye, his bow drawn and his eye aimed squarely at the chink in Iron Man's armour. "You're both in violation of a direct order. You have one last chance to rectify the situation."

Thor stood menacingly brandishing his hammer. "It will take more than metal points on sticks to take me down, Hawkeye."

"Maybe not just me, but what about all of us?" Without another word the rest of the Ultimates stepped from around the corner and gathered behind the archer.

"This is no time to be arguing," Iron Man called out while still frantically sorting pieces.

"Take out Iron Man," the Black Widow whispered to Hawkeye.

The archer frowned even deeper. "I can't. Thor's got him covered, and without him we can't safely dispose of the bomb."

"Well someone do something!" Quicksilver muttered impatiently.

"Very well, brother." The Scarlet Witch raised her bare arms and from them flowed the mysterious red energy spawned from her mutant ability. Thor could only stand defensively whilst it flowed over himself and Iron Man.

Suddenly Iron Man had a realisation and once more began frantically sorting components. Metal bars and rods fitted together like the pieces of a children's puzzle and when all had been assembled into a three-dimensional construct of the Autobot insignia the machine powered down.

"Stand down, Hawkeye," gloated Iron Man. "The machine has been disarmed. Call in the boys from the tech department."

Hawkeye lowered his bow and listened carefully to his earpiece. "General Fury says congratulations, and next time you pull a stunt like that he will personally shoot you both."

Thor looked to Iron Man and grinned widely while the armoured Ultimate gave him the thumbs up. "We'd expect nothing less."

* * *

The picture went dead and with it Soundwave transformed from a humble tape recorder and into the gargantuan Decepticon warrior he truly was.

"Pitiful," moaned Starscream. "That was your plan to dispose of the Ultimates, oh mighty Megatron? Once more you have underestimated your enemy and failed in your mission."

"What was it you said earlier about short-sightedness, Starscream?" Megatron mused sadistically."Your problem is that you're expecting them to be wiped out with one massive stroke. In truth these things take time and without realising it they have just opened their way to destruction."

Starscream watched as Megatron walked calmly away from him. "What do you... where are you going?"

Megatron turned sternly to the entire Decepticon army, his red eyes blazing with anger. "My fellow Decepticons, the time has come for us to initiate the next stage in our master plan."

* * *

**TO BE CONTINUED...**


	3. Chapter 3

**CHAPTER 3**

* * *

**The Ark**

Optimus Prime was anxious. He had made contact with a member of the Ultimates: their field commander no less, but things had not gone as smoothly as he had hoped. His millennia as the humble clerk Optronix back on Cybertron before the Decepticon uprising haunted him as he began having feelings of uselessness. He could not get through to this human. He seemed infinitely more jaded than any of his species.

"I would not take to spark the comments made by the human, Optimus," Perceptor reassured him as he approached. "Human brains are not like our own. They are impulsive and are inclined to say things they do not intend."

"Thank you, Perceptor, but I can tell that this one is no ordinary human. He is a soldier and like a good soldier he is not at all responsive to interrogation. I see no way to penetrate his patriotism," Optimus sighed.

"Maybe if I have a try, Prime?" a short, hardy, khaki coloured Autobot suggested, swinging his fists in the air. "I'll go a couple o' rounds with him and see if I can't soften him up."

"No, Brawn. We want to avoid conflict with these humans. Right now correct means of persuasion come with words and not force. For now let's just concentrate on fixing our resource situation."

An excited voice was relayed to the Autobots from Teletran. It was the Autobot's space-faring scout, Cosmos, currently in orbit around the earth. Optimus hurriedly responded to the message and rushed to Teletran's interface panel.

"Optimus Prime! Cosmos here! I've spotted Astrotrain flying across the continent heading toward the east coast of the United States. I will not engage because there is no telling how many Decepticons are aboard. I believe they are attempting to attack the Ultimates' primary structure."

"He's going to strike while their morale is lessened," Optimus muttered. "Teletran, prepare the space-bridge. Hound, you and Blaster activated a waypoint in Manhattan not long ago, correct?"

"Sure did, Prime. It's in a fairly open area so there should be no problem getting even the larger Autobots through without any collateral damage," Hound replied.

"Teletran, open the space-bridge at forty degrees, forty-seven minutes north latitude, seventy-three degrees, fifty-eight minutes west longitude."

"Negative," Teletran replied in it's expressionless, computerised voice. "Space Bridge terminal at coordinates forty degrees, forty-seven minutes north latitude, seventy-three degrees, fifty-eight minutes west longitude is not operable."

"What? I set that up myself! There's no way that it's inoperable," Blaster announced.

"I have faith in your abilities, Blaster. This has to be the work of the Decepticons or third party tampering," Optimus consoled him. "In that case, there is only one way to get there in time to stop the Decepticons before they cause more damage. The closest waypoint is two hundred and forty miles away. Skyfire is still incapacitated, so I have no other choice."

"You mean," Perceptor began with disbelief.

"Yes, Perceptor. Although it will be pushing our energon rations to the limit, we have to wake Omega Supreme."

"I know our choices are limited, Optimus Prime, but are you sure this is wise? Omega Supreme's energon requirement exceeds even that of Broadside!"

"I know, Perceptor. However there is no other Autobot who would be able to fly us there from the closest waypoint in time. Imagine the damage the Decepticons could cause if we arrived too late. We must dredge the desert and excavate his body. Then we will get to work immediately."

From the safety of his impregnable cell Steve Rogers listened intently, picking up only fragments of the conversation through the gentle buzzing of the energy shield that surrounded him. He vowed to escape these aliens by any means and report all information he learned directly to General Fury himself. _What the hell is an Omega Supreme?_ he thought. Whatever it was didn't sound too appealing.

* * *

**The Triskelion**

"General, we've got an unidentified craft in restricted air space," one of Nick Fury's information officers informed him while studying his RADAR screen. As the sweep of the scanner passed, a large blip illuminated, sounding itself with a loud beep.

Nick Fury was not amused. They'd watched the skies endlessly since the nation was put on to orange alert, and even now nobody would dare approach the Triskelion. "Give me that radio," he commanded abruptly. The officer complied without question or hesitation. "This is General Nicholas Fury of SHIELD. You are in restricted air space. Identify yourself immediately."

A mechanically adolescent, sarcastic tone responded: "Er, yeah… Pizza!" Rumble laughed from inside the incoming space shuttle lowering through the stratosphere.

This was not what General Fury wanted to hear. The guards seated at the RADAR station clenched the armrests on their chairs as they watched the artery on Fury's bald head begin to pulsate. "Listen to me, you piece of garbage. You're going to land that craft right now or so help me we'll shoot you down."

"General Fury, is it? I am Megatron. You'd better be prepared human, because we're coming for you," Megatron remarked with an evil laugh. The sound of his voice was cruel and ominous, serving as a precursor to what they knew was oncoming destruction.

"So be it, metal-mouth," chided Fury before slamming the radio reciever down. "All personnel to their stations! As of right now we're on full alert!"

* * *

With a bright white bolt of lightning from the swiftly gathering clouds the muscular form of Thor appeared to face down the black specs approaching rapidly from over the ocean. He clutched his hammer and counted the seconds. The first wave raced ahead: a series of what appeared to be F-15 fighters in various dualtone colours armed with unknown alien weapons.

"Whatever happens they are not to reach the mainland," Fury hissed over the comms.

Iron Man flew to Thor's side and hovered anxiously on his back-burners. "Somehow I don't think the city is their target, General."

A split second before they could engage the fighters pulled into a dive, ducking down at the lines of soldiers assembled around the base and strafes their assembly with wide explosive blasts. Cannons fired upwards but the battle-hardened Decepticons were far too evasive and glided through at top speed. The air around them roared as they cracked the sound barrier. Blood poured from the ears of a number of soldiers: all of them painfully deafened by the pass.

"They're fast," moaned Iron Man as they gave chase.

"Aye," growled Thor through his teeth. "But we'll sink them yet!"

* * *

Smiling at the pathetic display of human soldiers running about like ants, the large, silver Transformer landed and readied it's next attack. It had a large, black cannon mounted on it's arm and an unstoppable mechanical army in it's steed. Megatron raised his weapon and let loose a series of systematic blasts, sending soldiers running behind a wave of exploding jeeps and aircraft.

"This is almost too easy," Megatron sneered satisfactorily.

"The humans have not advanced beyond simple projectile weapons," Soundwave commented upon inspecting the hundreds of bullets bouncing off their casings.

"We haven't even started." They looked down to see standing amongst the flames a silver-haired boy no older than seventeen staring up to them smugly with a black radio device in his hands.

"You're the fast one. Quicksilver," Megatron mused. "Human, you had best use that speed to flee because you don't stand a chance of surviving this day otherwise."

"Firstly, I'm not human," Pietro corrected them. With a press of a button the C-4 explosives he'd placed on their joints upon their landing all detonated with a seering wave of heat. He ran and he laughed. "Secondly, you didn't even see me coming."

The Decepticons emerged from the flames with only a few scratches and minor damage, but clearly they were infuriated by the assault. Megatron seethed. "How did he evade detection? Soundwave, your task is to personally destroy that insect!"

"As you command, Megatron," came the monotone reply.

* * *

Inside the command centre Nick Fury watched, for the time being safe nearly twenty floors below ground level. Still the Earth above him shook as the epic battle was being carried out between his soldiers and what must have been their fiercest opponents yet.

He watched the monitors as the three jets were getting far too close to Manhattan. He reached for the radio. "Iron Man, Thor. Don't you dare let them out of your grasp."

"We're trying, General," Iron Man pleaded desperately.

Dissatisfied Fury turned to Betty Ross, one of his sub-commanders. "Hawkeye ready for action?"

Dr Ross adjusted her glasses and grinned wryly. "Ready and waiting your orders, General."

"Do it."

* * *

A pair of underground hangar doors slid open and a platform was slowly raised to reveal a sixty foot tall man with clipped hair and sunglasses poised for action. Beside him lay a giant bow with a steel string so taught that snapping it would slice a building in half. Clint Barton, Hawkeye, took a deep breath and laid eyes on the carnage before his feet.

"Whoa," came a Decepticon reply as it stood momentarily awed by the form before it. Quickly they all came to their senses. "Attack!"

Hawkeye met them all with a combinations of punches and kicks, more often than not simply picking them up and throwing them into each other. He growled into his microphone. "Hitting these guys is like hitting a goddamn stack of bricks!"

"Focus on your target," came Fury's order.

"Roger." After crushing Runabout and Ramjet together with a grind of his heel Hawkeye picked up a customised arrow heavy enough to crush a car. Placing it in the bow he looked out to the distance to see the three jets moving at breakneck speed. "Iron Man wasn't wrong. They're fast."

"Too fast to hit?" asked the Wasp, watching his vital signs on a machine below his feet.

"Hell no." Releasing the string the projectile soared across the water, intercepting the turning path of the enemy jet. The arrow burned as it picked up friction and sizzled as it pierced through the heart of Thundercracker's light blue shell.

"The last two are yours, boys," Hawkeye said.

Iron Man dived forward, giving chase to the black jet soaring only fifty metres ahead. Using the force blasters on his hands for extra propulsion he came in arm's reach of it. He muttered almost hungrily, "Now I've got you."

A moment before he could clasp on the craft disappeared in a flicker of purple light. A split-second later it reappeared a short distance away, well beyond the Armoured Avenger's grasp.

"Catch me if you can, tin-man," Skywarp cackled.

"Stop toying with your prey!" Starscream screeched as he sliced by Thor's side, knocking the wind from the god's mighty lungs.

Before his body fell so far as to strike the water his will once more filled his mighty hammer and carried him back to the skies where he might continue the fight. Thor was clearly worse for wear as a trickle of red ran past his lips. He did not savour the copper taste.

"Blood," he hissed. "It has been many an age since I have been struck so harshly." The clouds above darkened with his expression. "It would be wise of you to retreat now."

Tearing past the New York skyline Starscream made a long turn, readying himself for the final blow. His crackled mechanical voice bellowed over the water, "I will never retreat! I am Starscream, king of the skies!"

"Then it my sad duty to inform you, my leige, that the skies reject you!" A fierce, thick bolt of lightning boomed down and channeled it's full force into Thor's weapon, making it glow with divine elemental forces. Starscream raced in smugly, confident that his speed would steer him clear of the diety's attack.

His eyes glowed with the same power flowing through his hammer: Thor would not miss. He had dealt similar blows to giants, dragons and now the same to a mere mechanical insect for whom he had nothing but contempt.

Starscream fell, still feeling the blow as the shockwave of the strike caught up with his plummeting form. He hit the surface of the water and struggled as wave upon wave of salt water washed inside his damaged shell. As he sank he shrieked, his hate filled cry cursing that he had fallen to a mere bag of meat.

"What on Cybertron was that?" Momentarily distracted from his enemy Skywarp failed to notice Iron Man clutch onto his back and at point blank range let loose a series of compact missiles from his suit.

Iron Man was blown clear of his opponent and took a moment to readjust himself in the air. Meanwhile Skywarp nosedived into the ocean with smoke billowing out from his wound.

"Tony. Thor. Nice work," came Fury's voice.

"Once I could read his teleport signiature it was a piece of cake to realise where he'd pop up next," Iron Man explained. "And thanks to Thor's distraction... well... you know."

"No time for gloating," Fury continued. "Get back to base. Stat."

* * *

Black Widow knelt in the shadows and clung her AK-47 machine rifle close to her chest with both hands. All of her men were dead and the rest had probably fled underground. The Ultimates were holding their own but if the ground forces were depleted any more Fury would probaby pull them out and annihilate the topside with a missile barrage.

She cursed herself in her native Russian and blew a strand of her elegant red hair from her eyes. Amidst the flames and the machines there was nowhere to escape to. She watched them as they strolled casually through the chaos: their leader, Megatron, seemed proud of their work, despite the losses his forces had taken.

"Constructicons," Megatron ordered into his communicator. "Merge for the kill!"

Natasha slumped into a dark corner and took stock of her arsenal: three rifle clips, two grenades, one loaded nine millimetre semi-automatic, one spent and a half dozen throwing knives. Somehow they all seemed rather insufficient, even for an ex-KGB super-soldier.

"General Fury, this is Black Widow," she said into her radio shakily. "Brace yourselves for another attack."

* * *

Fury bowed his head, absorbing one of the few moments of silence he could in this bloody struggle. His mind raced, searching for a plan, a solution of any kind. Meanwhile a number of his subbordinates had less than helpful suggestions.

"Sir, what about a low-level nuclear strike? The electromagnetic pulse just might take them out in one blow."

"Poisoning the air, water and placing the lives of eight million New Yorkers is too high a price for a gamble," he bellowed. "Right now we sit, wait, and play it out. They still have the Ultimates to contend with."

"Sir," called a man from behind a tracking monitor. "There's something forming under the water. It's rising to the surface, fast!"

"How big are we talking?"

"Fifty... no, sixty feet in height, at least... seventy, eighty," he replied with some uncertainty. "Sir, this thing is a lot bigger than our Giant-Man up there."

The General sighed heavily. "Prepare the nuclear strike just in case and await my order. We still have one final card to play before we do something drastic."

* * *

"What the hell...?"

The ocean bubbled angrily and forced out heavy waves as the mechanical monstrousity rose from the deep. Made up of various construction vehicles the green and purple giant stood with it's waist above the water and waded towards the shore.

"General, I think we have a problem," said Hawkeye taking a sliding kick to the machine's face. Again it was like punching a brick wall and did nothing to deter the Transformer from it's path.

"Human germ," Devestator cursed as he latched a hand onto Hawkeye's ankle. With one squeeze the bone snapped and the ligements twisted, making the soldier tear up as he stifled a scream. His top half fell to the ground as he dangled painfully in the combiner's grip.

"Son of a...!" Clint reached behind him and began swatting cars at the monster with pinpoint precision, hoping to throw him off balance and to make it collapse back into the water. However, it was to no avail.

On the ground the Black Widow ducked from cover to cover, trying not to wince at the sight of her teammate's suffering. He needed help, but there wasn't much a five foot eleven tall super-soldier could do against a robot the size of a skyscraper: or was there? Looking above she saw the harnesses latched onto steel crane lines where the custom sized arrows were placed in a make-do quiver.

"Hawkeye!" she called out attracting the attention of everything around her. With one carefully calculated shot the line snapped and several arrows, each weighing in excess of a ton, fell to the ground.

Not hesitating for a moment Hawkeye reached back and grabbed one of the fallen weapons. With a painful thrust he lunged forward and stabbed Devestator in the neck with an explosive tipped arrow. The machine doubled back, releasing it's grip to assess the damage.

Black Widow smiled, momentarily successful. That quickly changed when she saw Megatron and several of his soldiers marching towards her menacingly.

"I suppose you think you're clever, human," scouled the mighty Megatron.

"The thought had crossed my mind," she murmered. Her salvation came as Hawkeye's gargantuan hand came crashing down, forcing Megatron and the others to take to the air and scatter.

"Pick on someone your own size!" he spat.

"My sentiments exactly," Devestator cried as he sprang from the water. Almost immediately he resumed the pummeling, spilling hundreds of litres of blood all over the base. "In the battle of man against machine there is no contest!"

Natasha could hardly breathe as she struggled to think of a new strategy. She literally had seconds until Hawkeye would be beaten to death. Calling for more men would be useless. She turned to her radio. "General Fury, Hawkeye is being massacred! We need reenforcements!"

"We have the situation in hand, Black Widow. Stand by."

"Sir, with all due respect we need to call in the X-Men, the Fantastic Four: even Spider-Man if we have...!" Before she could finish the Black Widow was swept away at amazing speed to a secure bunker on the other side of the base. In the shadows all she could see was the light playing off of Quicksilver's clean white hair. "Pietro?"

"In position, General," came his reply.

* * *

The soldiers had cleared the area save for the dead and Hawkeye's bloody giant form gasping for air. The behemoth combiner stood above him, almost managing to express disgust at the pitiful battle he'd been summoned for.

Metal clunked against the asphalt as Megatron and his troops stalked slowly to the Triskelion's main entrance. The almightly leader mused to himself, "The humans believe they are safe underground, but our lasers will reach where our hands cannot. They will _burn_ instead of being crushed! And should that fail we will tear the Earth apart like paper and stomp them into the dirt!"

A siren howled through the silence of the base, leaving the Decepticons momentarily confused as to what it could be signalling. Soundwave calculated quickly. "Lord Megatron, I predict a human aerial assault is immenent."

Though Soundwave was proved frightfully wrong when the Earth beneath them shifted. Large plates slid into their concealed sheaths underground and revealed a manmade chasm leading directly below.

Megatron grinned viciously. "What is this? Human bravado? Could the human Fury be so foolishly bold as to invite us into the very heart of his lair?"

Rumble peered into the darkness below, confused. "Did anyone else hear something?"

Their audio sensors adjusted to hear the sounds of crashing, screaming and roaring from below. Whatever thing that had been unleashed was coming towards them at great speed.

"Object detected, Lord Megatron," said Devastator. "I will destroy it."

With a mighty roar a creature appeared, though not a giant it was still many times the height and bulk of a man: it's stained green skin rippling as the last shred of it's clothes tore away. Not a moment later did Devestator's fist collide with it, pressing it's body into the Triskelion at great velocity.

"Object destroyed," Devestator reported. "Puny human weapon."

Suddenly, the combiner's body was forced back: it's fist flying up as if thrown into the air with the body trailing behind. The Hulk propelled himself into Devestator's chest, colliding with maximum force and even lifting him off the ground on impact. Devestator fell flat, his chestplate now mangled with the mighty blow of the beast.

"Puny human weapon destroy big robot!" Hulk snarled angrily. He turned his attention to Megatron and the others.

"What on Cybertron," Megatron marvelled, despite the fact his most powerful, not to mention largest warrior was blasted off of his feet with a single blow. He had underestimated the humans vastly, however this was clearly no human. This primitive, volatile well of strength and emotion proved a worthy adversary, regardless of how limited it's intelligence happened to be.

Megatron took to the air, his soldiers around him responding in turn. Being sure to stay out of the impressive reach of the leaping green beast, Megatron watched in earnest as the Hulk's attention was again drawn back to the gradually recovering Devastator.

The hulking Decepticon combiner slowly raised itself up onto his arms, the excavator Scavenger and the bulldozer Bonecrusher. Devastator's joints creaked and groaned as he clambered to his feet and steadied himself, his equilibrium restored. The Hulk gave no mercy: no sooner had Devastator regained his balance, the Hulk scaled his body with a series of effortless leaps and within moments was atop his frame, his mammoth fists began pummelling deep fissures in the combiner's intimidating chassis.

Before long, the Hulk had his hands clasped around Bonecrusher's tracks and with his immense strength pulled the single Constructicon from the rest, sending the disembodied arm falling to the ground.

Dazed, Bonecrusher transformed to his robot mode and assessed the damage. Due to the forced separation he was in need of repair: most of his coupling was in pieces, the rest either scattered on the ground or still within Long Haul, the dump truck that formed Devastator's torso. Somewhat fearful, he was forced to stand idly by and watch as the rest of the Constructicons tangled with the beast.

After some time grappling with the Hulk, Devastator was finally able to grab him. His huge metallic fingers closed in around the Hulk's body. Devastator was a deadly warrior, but the six personalities involved in his makeup left most of his processing power struggling to maintain motor skills. Very little was left for rational thought, which left Devastator with a simple, militaristic intelligence. His past experience with the Hulk, however brief, taught him nothing.

"Puny human weapon, prepare to be crushed!" Devastator snarled as his fingers closed tighter and tighter around the Hulk's frame. Squeezing furiously Devastator grinned as the Hulk roared. The frenzied cry emanating from within the monster's gullet fuelled his escape attempt, flexing his endowed muscles and within moments the Hulk tore through Devastator's fingers.

Unable to feel pain but shocked nonetheless Devastator stood completely motionless while attempting to comprehend what had just happened. A creature no taller than his fist had just torn itself free from his heavy iron grip, leaving him with no opposable digits at all. With his remaining club hand he was determined to simply pound the creature into dust.

* * *

His red eyes flared, scanning the depths of the ventilation shaft. He knew exactly how deep it ran and every turn he'd need to take for the next half mile. Below him he could detect the soldiers guarding the doors, completely oblivious to his presence. They would soon be dead.

Ravage dashed down the thin passage at breakneck speed stealthily and without a sound. Finally he came to a barricade through where the air was filtered and also to keep the rats out. On the other side was his goal: that to which he'd been sent deep into the heart of the Triskelion's research laboratories.

The filter tore away like tissue and he pounced down, firing upon the first two guards with precision lasers mounted on his hind legs. Bullets bounced off his hard shell as the second two opened fire. With a ferocious dive he pounced at one, tearing at his neck with his steel jowls. The other backed away frightfully as Ravage began his approach. His neck snapped when the animalistic Decepticon leapt up and forced all of it's weight upon him.

Through his processors echoed the words of Megatron as he began to stalk the empty laboratory stations. _Find the Autobot device. With it we can access or cripple their precious space-bridge._

There it was, after having been analysed and prodded by a series of primative tools. Taking it in his jaws Ravage returned to the airducts and began his trip back to the surface. His mission was accomplished.

* * *

Megatron grinned smugly as he watched Devastator stomping blindly as the Hulk wove in and out between his mammoth green legs. "This creature... I have to commend the humans for creating such a weapon. It almost makes me want one of my own, but if it were to become a loose cannon... I always like my potential usurpers to be easily destroyed," he chuckled, stealing a cold glance toward the injured Starscream as he floated nearby. "But this creature is growing tiresome. We would have already penetrated their fortress if this human weapon had not been released. Decepticons! Destroy it! Devastator, withdraw!"

The airborne Decepticons immediately repositioned themselves into a volleying formation and prepared their photon weapons. Each of them took careful aim and prepared to fire. Devastator threw one final punch towards the Hulk with the fingerless stub that was once his left hand. The blow landed heavily, spraying asphalt in all directions, but the Hulk was too fast for the giant and using the machine's momentary daze he seized his chance.

The Hulk ran heedlessly up Devastator's arm, leaping over Scavenger's caterpillar tracks, charged across his shoulder and landed a swift kick into the side of Devastator's head, tearing it from his shoulders. The massive cranium flew through the air and crashed violently in to a building before falling to the ground below. "Hulk break giant robot! Hulk have sex with robot's mother!" he roared, leaping from his shoulder to the ground below.

Devastator's headless chassis teetered briefly on it's unstable footing before falling forward, first onto it's knees, then with a deafening crash onto it's mangled chest, levelling yet another bunker in the process. Following basic protocols the components automatically disengaged and transformed to their seperate robot parts.

Hook struggled to his feet: a large portion of his body was missing. Mixmaster and Scrapper, the pair of Constructicons that became Devastator's legs, supported him and together all six flew skyward to join the other Decepticons.

"Megatron... that thing's too much. We need repairs," Scrapper complained. "Even Devastator, the most powerful robot among us, couldn't beat it."

"Stop your whining, Scrapper. We'll destroy it soon enough," Megatron chided. "Fire!" He commanded as he and the remaining Decepticons simultaneously sent countless blasts of energy downwards to the Hulk.

Leaping into the air as the first volley collided with the ground at his feet Hulk grabbed a slab of concrete, available in abundance due to the immense collateral damage, and hurled it at a cluster the of airborne enemies. Thundercracker, Dirge and Frenzy, already severely damaged, were ill-prepared for sudden evasion and were struck down by the flying chunk of concrete.

Megatron watched with shock and outrage as a portion of his remaining soldiers were incapacitated with a single blow. "We can't continue this. Decepticons, retreat!"

Though savage on the offensive, the Decepticons lacked valour and as such would not turn down an opportunity to flee when things took a turn for the worse. Without a word, the survivors turned tail and fled, quickly disappearing from the battlefield.

* * *

General Fury sat heavily and turned in his chair breathing a sigh of relief and wiping perspiration from his bald head.

"It seems we've discovered their weakness, sir. Destroy enough of them and they'll retreat," one of his officers said to him with a chuckle: a vain attempt to break the tension.

Fury dismissed the comment and returned his attention to the monitor before him. The Hulk was still free. Turning to the same officer, he gestured for the intercom to be handed to him. Delay caused the gesture to be repeated in earnest. "Doctor Ross, prepare for Operation: Prom Date. Tranq team B, mobilise. Operation will commence in thirty seconds," he announced over the loudspeaker.

* * *

No sooner had the command been uttered a small battalion of soldiers, each armed with high powered rifles, jogged to the outskirts of the Triskelion and loaded their weapons. Each soldier carried not thirty 'aught six, but a tranquilizer dart, each loaded with enough agent to knock out a full grown elephant within seconds.

Betty Ross, SHIELD's public relations officer, reluctantly sauntered from her laboratory and through the main doors to the Triskelion, her eyes immediately becoming affixed to the Hulk as he wandered throughout the grounds, increasing the damage already dealt to the ravaged base. His anger had begun to subside, leaving him little more than the mindset of a grumpy child.

Remaining hidden amongst the surroundings the snipers readied their rifles. The sergeant repositioned his headset and spoke to his troops. "Keep it steady, boys. We've only got one shot at this. Aim for the neck, behind the knees or under the arms. Anywhere else and you probably won't penetrate," he instructed. "Alright, the corsage is on, Dr. Ross. Time to have the first dance."

"Acknowledged, sergeant. Be careful," Betty Ross replied as she concealed her communicator in her coat pocket. Slowly, she approached the rampaging Hulk and softly and sweetly spoke his true name. "Bruce…"

"Betty?" The beast was almost immediately calm as he stared into Betty's eyes. His tensed shoulders eased gently as she reached slowly forward to stroke his cheek. He almost didn't seem to notice as a dozen darts laced with sedative injected into his spine. Falling to his knees hypnotised the Hulk fell to the ground and began the rapid transformation back into the humble Dr. Bruce Banner.

One by one the Ultimates gathered around and surveyed the damage left in the wake of the attack. Janet ran to Clint Barton's side. He was still sixty feet tall and spread horizontally, coughing up blood. "Clint! Talk to me!"

"Did anyone get the number of that truck?" he moaned. He was still alive and joking. That was a good sign.

"We'll shrink you down and fix you up, Clint. Don't worry," she said relievedly. The Wasp sighed. "All of this destruction... I don't think we've ever been hit this bad."

"We came out alive. That's all that matters for now," Fury assured her. "Now we rebuild, we get this facility back online, then we kick down their door and take back Captain America!"

* * *

**TO BE CONTINUED...**


	4. Chapter 4

**CHAPTER 4**

* * *

**The Ark, Colorado**

Captain America watched as the giant metallic structure before him powered up. It had been doing so for days, absorbing cube after cube of energon as part of it's gradual 'rebirthing'. Cap still struggled with that thought, the idea of a living machine. It was like something out of a H. G. Wells book or a Flash Gordon reel: hell, even like a kid's comic book. It was all too fantastic to believe yet there he was witnessing it.

"How long does this usually take?" he asked the Autobot leader standing beside him.

"Numerous cycles," Optimus informed him. "To put it in human terms several hours. Omega Supreme is a special case and requires more attention in reactivating. He's the greatest chance we have of beating the Decepticons."

Awkwardly Cap finally posed the question he'd been sitting on for days. "How long are you going to keep me a prisoner here?"

"For as long as need be," sighed Optimus. "We are not your enemies, Captain America, but your release would risk another confrontation with SHIELD we just cannot afford."

"You've convinced me of your case, Prime. I know this isn't about pillaging Earth's resources for you: it's about survival. If you let me go I can explain your case to Nick Fury."

"From what we've seen human beauracrats are very far removed from reasonable," Optimus continued. "Submitting ourselves to US authority isn't going to help us stop the Decepticons."

"Perhaps," Captain America said. "But think about this: with a SHIELD agent in custody you not only risk being forcibly submitting to the state but also the entire wrath of the United States homeland security initiative. How does that help you stop the Decepticons?"

The Autobot leader shifted to consider this fact.

* * *

**The Nemesis**

A light blinked on the side of the Autobot device and in turn activated another one on the system connected to it through a long series of wires and cables. The space bridge generator had veritably been taken apart surgically by the communications expert, Soundwave, in an attempt to redirect the Autobots away from their missions and into other perils the planet had offered them. For the mostpart he was succeeding and now that the Autobots were using the system he would be able to act.

Turning to leave the area the dark blue Decepticon was stopped in his tracks when Starscream appeared at the doorway to block his path. "What is happening, Soundwave?"

"The Autobots are attempting to use the space bridge," came the flat, electronic reply. "I must inform Lord Megatron at once."

"I have another order for you, Soundwave." The fighter jet smirked maliciously and marched by his commrade, then entering a series of coordinates into the room's main console. "You are to reprogram the Autobot space bridge's navigations system to deliver the payload to this location. A team of Decepticons is already on course for an intercept."

"I am still required to inform Lord Megatron," he said insistantly. Soundwave's loyalties lay firmly with the Decepticon's leader and the ambitions of Starscream were far from secret.

"Lord Megatron has already been informed. You are to immediately perform the task assigned to you. Our very victory depends on it."

Starscream was up to something. Soundwave knew this because Starscream was always up to something. Though the figher jet wasn't as stupid as he often appeared and would not think that he could order Soundwave without word returning to Megatron. Resigning himself to the task at hand Soundwave turned and followed orders, unaware of Starscream's sly, sadistic grin.

* * *

Minutes later Captain America sat in the passenger seat of a sleek Martini Porsche being driven automatically by the robot from which it was constructed. Suddenly the radio came on and loud rock and roll the likes of which the Captain went out of his way to avoid blared at him.

"You like music?" asked Jazz enthusiastically.

Cap took a deep breath and managed to let a wry smile crawl across his lips. "You don't have any Hank Williams in your collection, do you?"

"Humans," replied Jazz. "I tell you there's no accounting for taste."

Looking in the mirror Cap saw a bright yellow Volkswagon beetle trailing behind them across the desert sand. It was one thing to escort him to the nearest highway but the Autobots believed in precaution: safety in numbers. Evidently they didn't entirely trust him either, and perhaps for good reason.

"A space bridge jump will take us to Manhattan in a matter of seconds," Jazz told the super-soldier. "We let you out, you meet with your people, you tell them we come in peace and we can rendezvous."

"You guys kicked up a hell of a storm. Fury's going to want his pound of flesh."

Captain America jumped as the wave of light from the space bridge port washed over them. He was unconscious the last time he'd passed through as was surprised when it was over almost instantaneously. The seat beneath him shook as the proceeded with a loud hiss and a groan. Sensing the Captain's discomfort the Autobot almost laughed. "That's what it feels like to pass through every point in spacetime at once, then come out at a single focus point."

"Sounds complicated."

"You don't know the half of it," Jazz replied off-handedly. "You think a robot like me is advanced? I know next to nothing about how the space bridge works."

Though the captain was distracted by his surroundings. They were riding down a long, empty stretch of road, rocks and trees to one side and the ocean to the other at the bottom of a tall, flat cliff face. It wasn't at all what he was expecting. "No offense, Jazz, but this doesn't look anything like Manhattan to me."

The Autobot huffed in momentary confusion. "Wheeljack must have miscalculated."

"Somehow I don't think so." Looking in the rear vision mirror Captain America saw nothing, and that was exactly what he feared. In his mind things were looking pretty grim. "Bumblebee's disappeared as well. It's just you and me out here."

"That's the first bit of traffic I've seen on this road since we started." Jazz pointed out, pulling Cap's gazing to his windscreen at an oncoming convoy. Led by a large, dark colored truck, the five vehicles approached with blinding speed, the three sports cars and the single formula one racing car swerved recklessly between lanes.

"They're driving pretty recklessly," Captain America observed. "And why is there a racing car on a main road?"

Jazz remained silent. A nano-click later, Jazz frantically performed a tight handbrake u-turn and began speeding in the direction they came.

"Let me guess. Those aren't ordinary cars," Cap chided.

"Sit tight, Cap, those aren't your everyday speed fiends. Those are Stunticons!"

* * *

Motormaster's engine roared as he careered unstoppably ahead of the convoy. The light of the hot sun glared brighly off of his shining, polished grill. The rest of his seemingly indestructible body was chrome black with stripes of dark, imperial purple painted down his sides. His front windows were black and tinted like the blank eyes of a soulless golem come only to destroy.

The other Stunticons followed in formation, readying themselves for the kill. The Lamborghini, Breakdown, and the Formula 1 racer known as Drag Strip followed close behind on Motormaster's left and right with the Porsche, Deadend and the Ferrari, Wildrider, closely in tow.

"I don't like the look of this," muttered Breakdown. "One Autobot, alone with that kind of cargo? It's gotta be some sort of a set-up."

"It's just a bag of pathetic human meat riding around in a hunk of scrap," said Deadend bitterly.

Motormaster's insides bellowed as he did with laughter. "You said it, Deadend. There's nothing that can stand in our way."

"Look! He's trying to run!" Drag Strip giggled with insane delight. With all pistons firing he charged ahead, determined to beat the pathetic Autobot to the invisible finish line on the horizon. "Stupid Autobot! You don't stand a chance!"

"Hey, I'm coming too!" Wildrider accelerated after him not wanting to miss any of the fun.

"Those hotheads," Breakdown murmured. "One of these days they'll be scrap."

"Let 'em have their fun," Motormaster said with a hidden grin. "They get 'em started up, we deliver the killing blow, then we show 'mighty Megatron' what the Stunticons can do!"

* * *

Captain America looked in the rear-vision mirror to see two of the Decepticon bogeys on an intercept course with them. He clasped his shield in readiness, prepared in the likely event of a battle. "They're gaining on us, Jazz."

"I see that Cap!" The blue and white porche forced it's engine to it's top speed but Drag Strip and Wildrider were still closing in fast. "I put out an SOS. I don't know how much longer we can hold out!"

The two vehicles were only seconds away: they couldn't keep running. Suddenly the star-spangled avenger had come up with a plan. He gripped Jazz's wheel tight. "Jazz! Give me control!"

"What?"

His foot slammed violently on the brake, forcing them both to stop. Drag Strip and Wildrider sped past them, but the other three were still on a direct course. "Jazz! Transform!"

The Autobot followed orders, transforming into his robot mode. Only a split second before Motormaster collided Jazz scooped the super-soldier up in his hand and leapt over the fast-moving semi-trailer. When he landed he heard the Decepticons come grinding to a halt.

"That was close."

Captain America smiled at him. "That was some fast moving, soldier."

"It's not over yet," Jazz said. The Stunticons turned, readying for another charge. "Come on. We gotta run."

"No. We stay and fight it out."

Jazz nearly jumped out of his chassi. "Are you crazy? Man, those things are tough, even for Decepticons! There's five of them and only two of us and last I checked you're just a human."

Cap smirked, as if to remind Jazz about what he'd done to his teammate. His grimace returned as he focused on the threat looming ahead. "Have you managed to contact the Autobots?"

"Haven't heard a peep. There must be sunspots or something givin' me interference."

"Then call SHIELD," he ordered him. "We need backup."

Jazz shifted nervously with every rev of Motormaster's monster engine. "Cap, I'm telling you we have to run. If we stand and fight we're as good as dead. It's suicide, man!"

Captain America just scowled deeper. "I have better things to do tonight than die."

* * *

"Damn it!" Drag Strip cursed. "Look at them! They're just standing there! They're not going to run! Where's the fun in that?"

Motormaster chortled deeply. "Doesn't matter a lick to me, so long as I get to grind them under my wheels."

"They're up to something," said Breakdown.

"Yeah, they're saying their prayers," cackled Wildrider.

With a deafening roar and the chorus of their engines Motormaster lead the pack into battle with a fearless charge. "Then let's give 'em something to pray about!"

* * *

"You sure about this?"

Captain America sat crouched in Jazz's large, mechanical hand. "Let me just say it like this, Jazz. Back in the war I never once needed a parachute."

The Autobot's arm reached back and tossed the super-soldier like a human missile. The Stunticon leader laughed as the bag of skin and flesh flew over his head uselessly, even as he threw his pathetic little shield which shattered his windshield, his grill and a number of his inner mechanics. Captain America rolled off the top of the trailer as it grinded to a halt.

Motormaster transformed, picking the undamaged shield from the wreckage that was now his leg. He discarded it to the dirt and analyzed the aftermath of the blow.

"Little whelp," he spat. "You actually managed to hurt me!"

"It's called vibranium," said Cap as he collected his shield. "And there's more where that came from!" With a mighty throw his shield was flung upwards, striking Motormaster's face. The Decepticon stumbled backwards awkardly, still finding it difficult to stand.

"That's it. I've had all I'm gonna take from you, human skid-mark," Motormaster snarled. "Stunticons, merge!"

Cap stood by the nervous Jazz, unsure of what to expect – oblivious to the fact that the last time his comrades faced one of these combiners, they had to resort to the release of the volatile Hulk to halt it.

As the Stunticons combined their consciousness merged into one, but while Devastator was a simple minded brute core consciousness able to bend to Megatron's will, Menasor was five parts forming a psychopathically unstable concoction of violent tendencies. The conflicting personalities within him made a formidable enemy more wild and more destructive than any other combiner.

As the transformation completed Menasor chuckled evilly, his deep, menacing voice chilling Jazz's oil. Drawing his massive energy blade Menasor advanced on the pair. Jazz back pedalled, leaving Cap standing awestruck on the ground before him.

"Yo! Cap! Get into gear! We gotta make tracks!" Jazz called as he continued to retreat. "We gotta know when we're outmatched, man! Gotta wait for reinforcements!"

Captain America stepped toward the advancing titan and raised his shield. "I can take him," he replied confidently, with a matching grin.

Jazz could hardly believe his audio recievers. "You're crazy!"

"The bigger they are," he started before Menasor's massive right leg smashed into his shield, sending him hurtling in the opposite direction. The mad combiner smiled: playing soccer with a superhuman ball was a fun idea.

Jazz dived and caught Captain America before he dived head first into a dirt nap. He placed him down gently and summoned up his courage. "You really think we can take him?"

"The harder they fall," was his reply. "We need to get close."

With an intimidating cackle Menasor positioned his blade in and sliced at the Earth beneath them, sending a pulse of energy throwing them both back painfully. Captain America's shield flew from his side far out of his reach. "Flesh creature – cannot defeat Menasor!" he announced as he took another unimpeded step toward them.

Cap was horrified, but he refused to show it. "How do you suppose we do that?" Jazz asked while lifting himself back to his feet.

"My shield can break him, but I have to get through that sword. Did you manage to contact SHIELD?" Cap asked with a deep-seeded frustration.

"Not exactly."

Cap frowned. "What do you mean, 'not exactly'?"

Jazz paused for a moment. "I sent an SOS their way. I dropped your name, that should send them running. I just hope they're not too far off."

"Good. Now I need to get my shield. Cover me," he commanded. Jazz raised his photon blaster and made a succession of quick shots toward Menasaur, each bouncing harmlessly off the behemoth's chest plate. His attention diverted Cap scooped up his shield and sprinted around to Menasaur's blind side. They'd underestimated him so far: hopefully they'd make the same mistake again.

With as much stealth his speed would allow him Cap scaled Menasor's chassis and rested briefly on the construct's broad shoulders. Now that he was a safe distance from the energy sword he could at last try and do some real damage. Holding firm to his shield, he drove the vibranium edge deep into the side of Menasor's neck and tearing the outer plate clean off.

With the following blow the indestructible shield pierced his dealt damage dealt to his inner processors inside connected the head to the body. Menasor leaned, the flow of information interrupted so the instability of his multiple personalities fused together, becoming honed. What was once a volatile, psychopathic titan had become a focused, uncaring killing machine, running almost solely on pure contempt for all life.

A loud chuckle emanated from within the beast. Such a blow would have taken down any of the others: he was quickly becoming accustomed to the resilience of these 'Transformers', but the unexpected change caught him off guard. Though it was not civil, the intelligence of the seemingly mindless brute had apparently increased tenfold.

"Nice shot, human. I've never been able to process so clearly," Menasor mused with far greater eloquence than before. "You just gave me an instant defrag!"

Seizing his chance Cap leapt from the giant's shoulder, narrowly avoiding the hand waiting to catch and most probably crush him. He landed on the roadway several stories beneath him in a tight roll that would have killed most men. Ending with a limber kick-off Cap was back on his feet and sprinting toward Jazz.

Menasor laughed. "There'll be little left of you after I grind you and your little Autobot partner under my heel!"

Jazz quickly transformed and gunned his engine, drowning out the sound of the waves crashing against the cliff face below them. Cap he leapt into the open door of the sleek Porche's passenger side, eager to fall back and regroup.

"What the hell happened there?" Cap demanded as Jazz put the pedal to the metal quickly leaving the lumbering Menasor to the horizon.

"Not sure. Don't think I've ever seen a combiner get smart before," Jazz replied. "I just hope these friends of yours are as tough as you are."

"Some even more so," Cap confirmed. "Though for now the closer we can get to Manhattan the less time we'll need to hold."

Suddenly came the deafening roar of high-performance engines zooming recklessly past them. They squealed to a stop, barring the road walling off their escape. The intimidating visage of the powerful truck Motormaster rumbled closer in Jazz's mirrors as the other Stunticons positioned themselves to intercept. Motormaster transformed and leapt into the air, soaring over Jazz to join with the others.

Cap quickly clambered from the car and Jazz to transformed as Menasor formed a standing blockade before them.

With a sneer of sick satisfaction Menasor swiftly booted Jazz as his transformation completed, sending the stunned Autobot crashing into the cliff face, the blow temporarily shorting out his core consciousness. Captain America looked back at his Autobot friend in horror before returning his attention to the unstoppable Menasor.

He lurched forward snatching the super-soldier from the ground as he tried to flee. Raising himr high into the air he chuckled as he stared at the tiny sub-creature nursed in his massive metal fingers. "You're a strong one, I'll give you that," he said, "but you could never stand against the might of Menasor."

"If you're going to finish me off, you'd better do it quickly, scrapheap, because in minutes the entire US defence initiative will arrive and take you down."

Menasor threw back his head and gave a husky chortle. "I'm not going to kill you, human. You're too valuable for that. I wonder how the 'mighty' Megatron will compensate for bagging a prize like you."

Taking to the air Menasor flew over the ocean towards an undisclosed location, secret even from the Decepticons.

Soon after a tiny yellow Volkswagen puttered along the roadway, oblivious to what had eventuated until he spotted Jazz. Transforming to his robot mode, Bumblebee rushed to the aid of his Autobot ally.

"Jazz! Are you alright? What happened? Where's Cap?" the Autobot stealth specialist asked as he roused his teammate.

"Whoa, slow down little buddy... too many questions," Jazz complained, his hand resting on his head. "I think... Menasor… has Cap."

"Menasor? You mean the Stunticons are active too? This is just great," Bumblebee cursed, wandering back out onto the road. He surveyed the highway, he spotted an incoming speck on the horizon approaching from the city.

"Were we expecting company, Jazz?" Bumblebee asked a little worriedly.

Jazz raised his head. "It must be those SHIELD guys. They were supposed to show and help against Menasor. They were runnin' late."

"Then this is probably them now." Bumblebee stood firmly not knowing what to expect. "Let's hope they're in a friendly mood."

Iron Man, Quicksilver and Thor were first on the scene before the storm of miltary vehicles surrounded the two transformers, guns and missiles aim directly at them. None of them looked to be in a very good mood, least of all Captain America's teammates.

Bumblebee raised his mechanical arms sheepishly. "Um... we come in peace?"

* * *

Captain America's unconscious body fell to the soft ground of jungle foliage relatively undamaged from the flight. The five Stunticons stood over him, marvelling at how a worthless bag of blood and bones could give them so much trouble. Motomaster had taken the worst of the damage and he stepped away to begin self-reparing.

"Whose idea was it that we abduct a super_human_ anyway?" Wildrider complained.

"Quit yer yap," Motormaster barked. "You know exactly whose idea it was. Besides, think of all the heat it'll bring down on _almighty_ Megatron."

Together they grinned viciously, salivating in their victory. Drag Strip laughed. "Yeah! That'll show him for trying to boss us around!"

Breakdown continued to stare down at the pathetic human by his feet. "I say we crush him now. He'll only be dead weight."

"Now why would you go and do a foolish thing like that?" The source of the high, scratching whail stepped from the shadows and looked down on them approvingly.

"Starscream," Motormaster acknowledged the Decepticon fighter. "I agree with Breakdown. Taking a hostage is only going to slow us down. We should crush him."

"What we have is a bargaining chip," Starscream informed them. "Megatron thinks that by hiding he can coax the Autobots and the Ultimates to take each other out. We've seen the Autobots at their current pathetic strength and now we've some idea what these _Ultimates_ are capable of. Once the smoke has cleared Megatron will strike the weakened victor."

Deadend scoffed. "It's a brilliant plan typical of Megatron. What's your point?"

Starscream smiled defiantly. "I ask you, Stunticons, what should happen if Megatron were to fail? Should circumstances reveal his hand too soon he will have the combined forces of two armies to contend with."

The Stunticons recognised the hungry glint of mad ambition in the Decepticon's eyes. "Let me guess," Motormaster groaned. "With Megatron safely out of the way there will be room for you to take your 'rightful place' as leader of the Decepticons. Is that right?"

"Yeah," he hissed. "You have a problem with that?"

The rebel Stunticons stewed in their silence: it was a dangerous game they'd been roped into playing. Suddenly they laughed, dismissing the danger as a mere trifle thing. "No problem," they said. "Just so long as you stay out of our face everything between us'll be just fine."

"Excellent," Starscream cackled. Everything was falling into place.

"Huh..." Captain America inhaled heavily as he slowly pulled himself back to consciousness. He looked up to see the Stunticons and another he'd never seen before: a Decepticon with wings.

Starscream smiled as he kicked the super-soldier at his feet, once more knocking him out. "Not yet, Captain. Not yet."

* * *

**TO BE CONTINUED...**


End file.
